Civil War: The Marvelous Spider-Man
by justin.jossart
Summary: When Mary Jane is killed by one of Spider-Man's greatest foes, the Wallcrawler is sent on a downward spiral. Working with Miss Marvel to bring down the latest incarnation of the Sinister Six may be his salvation. However, in the background politicians want more oversight over the Super Hero community and present an ultimatum that could spell the end of the Avengers. AU
1. Prologue: A Doctor's Revenge

**Civil War: The Marvelous Spiderman**

**By**

**Justin Jossart**

**Prologue: A Doctor's Vengeance**

On a rooftop in Manhattan, above the bustling streets of New York City, a battle raged. The rooftop looked like a warzone. Cracks and craters marred the cement, a cornerstone lay in pieces, and a sticky web-like substance crisscrossed the battlefield. The iconic Manhattan skyline, its tall skyscrapers reflecting the evening sun, played backdrop as two figures clashed.

Spider-Man, heroic crime fighter to some, vigilante menace to others, weaved in and out of adamantium tentacles, trying to find a path to the vulnerable mad scientist within. The sinuous metal appendages danced to and fro at the behest of their master, but their masked opponent dodged their questing attacks with relative ease. After all, this was a dance that Spider-Man had rehearsed a dozen times. He knew the steps like an olympic gymnast knew her routine. With the assistance of his trademarked Spider Sense and super-human agility, the wallcrawler knew that it was just a matter of time before he'd be able to put Doctor Otto Octavius down for the count… again. He and Octavius, more commonly known as "Doc Ock," had done battle many times and the result had always been the same. The webslinger had no reason to think that their current scuffle would end any differently.

"You know," Spider-Man said conversationally as he ducked beneath one whirling tentacle, then somersaulted over two more. "You'd think that you'd have learned by now." His Spider Sense warned him of an attack coming from behind, and he leapt to his right, dodging the pincers of yet another of the "good" doctor's tentacles. "I mean, really! How many times have we done this? At least ten?"

Octavius snarled, his brow furrowing in rage. The effect was somewhat lessened by his ridiculous bowl cut. "Thirteen times! You have bested me thirteen times, you insect! But today, victory will be mine, one way or another!" Spider-Man didn't need to be able to see through Ock's mirrored sunglasses to guess at the madness gleaming in the scientist's eyes.

"Arachnid. Spiders are arachnids, not insects." the webslinger retorted, leaping over a tentacle while tapping his middle and ring fingers to his palm. A line of webbing rocketed from the webshooters on his wrist with a mechanical _thwip_. Octavius tried to block the incoming webbing with one of his tentacles, but he was too slow. The web-fluid had found its mark: Octavius's face. More specifically, his glasses.

Blinded, the mad scientist roared in frustration, his metal appendages thrashing wildly. The red-and-blue-clad wallcrawler darted between them, seizing the opportunity to land a bone-jarring punch to the doctor's jaw. Doc Ock stumbled with blow, his tentacles collapsing on Spider-Man's location… but Spider-Man was already gone. The hero had flipped over Octavius's head, and had grabbed hold of two of the doctor's tentacles right where they met the belt-like harness around Octavius's waist.

Using his wall-clinging ability to enhance his grip, Spider-Man pulled with all of his considerable strength. His corded muscles flexed taut beneath his spandex suit, and the tentacles tore free from the harness with a terrible rending sound. The tentacles themselves may have been nigh indestructible, but the harness, and their connection to the harness was not. It was a design flaw that Spider-Man had used in the past to great success. Honestly, the webslinger was surprised that the doctor hadn't remedied that particular issue, but he wasn't about to look a gift horse in the mouth.

The doctor in question howled, falling to his knees. The pain had to be unbearable. However, Spider-Man wasn't the type to leave a job half done. Grasping Octavius's two remaining tentacles, he tore those free from the harness as well. Again, the doctor screamed, rage and pain filling his voice.

"Well, now that you're disarmed, you and I need to have a talk," Spider-Man said. He tossed the tentacles to the ground as he walked around the doctor. Webbing still covered the scientist's eyes, but the wallcrawler paid it no mind. "You and I keep doing this. When will you get it through that thick skull that you can't win?" He punctuated this statement by knocking on Octavius's head like a door. "Did you really think that I'd just let you assault the ESU dean? I know you think he's one of the ones responsible for what made you, well, you, but you need to learn to let go. Have you tried meditation? I've heard it works wonders."

Octavius started laughing. It started off as a low chuckle, slowly building into a full-blown maniacal, howling laugh. "You fool! Did you think… Did you honestly think that I didn't anticipate your involvement?"

Spider-Man cocked his head. This was new. Normally at this point of their back and forth, Octavius would be vowing vengeance, describing the horrors that he'd inflict upon Spider-Man upon their next inevitable encounter.

"You did!" The doctor was almost gleeful. "You honestly thought you were foiling my plans, instead of playing directly into them! I knew you'd try to stop me, and I knew that I couldn't best you in a physical confrontation!"

Spider-Man's joking manner disappeared. Grabbing a fistful of Doc Ock's coat, he pulled the mad scientist to eye level. "What did you do? What's your game?!"

"This is no game, _arachnid_," Octavius smirked. "This is vengeance. Not against the dean, not against you, but against the entire institution that dares call itself a university! How dare you underestimate me? I am Otto Octavius, one of the world's leading minds! I don't need brute force to accomplish my goals!"

"What. Did. You. Do?" Spider-Man's voice was low and dangerous, a tone he hadn't used with a criminal since the night that the Green Goblin had pushed his then-girlfriend Gwen Stacy off the George Washington Bridge. The night that Gwen Stacy had died.

The doctor laughed again. "You'll just have to wait and see, Spider-Man! Just like the rest of that pathetic 'University!' But don't worry… They should go off any moment now!"

Later, as he sat in his cold, empty apartment, Spider-Man wouldn't remember letting go of Octavius. He wouldn't remember the flabby doctor falling heavily to the ground, his laughter unceasing. He wouldn't remember dashing to the edge of the rooftops.

He would remember scrambling beneath an overhang and reaching for the bag that held the clothes and effects of Peter Parker, his alter-ego. He'd remember rummaging through it until his fingers brushed against a cellphone, flipping it open and frantically scrolling through his 'Contacts.' He'd remember her voice.

"Hello?" She answered. Her name was Mary-Jane Watson, the auburn-haired beauty that deigned to date Peter Parker.

"MJ! Where are you?!" He already knew the answer. She had told him over morning coffee that she had an acting workshop this evening at the Empire State University… Octavius's alma mater. Mary-Jane had joked about how no workshop could help her acting 'skills,' while Peter had encouraged her to go and have fun.

"This is a bad time, Tiger. The workshop is getting ready to start. I told you about it this morning, remember?"

"You have to get out of there, now! Get off campus as fast as you can!" Spider-Man leapt off the ground, firing a web-line that anchored to a nearby building. Mentally, he was going over in his head how far ESU was, and the quickest way to get there.

Mary-Jane sounded confused. "What? Pete, I don't understand."

"Just listen to me! You have to go! Drop everything! I'll be there soon."

With that he ended the call, allowing the phone to fall from his fingers, not bothering to waste a moment's concentration on such simple things as tucking the device into the pants of his costume. The phone fell forty feet before being obliterated by the pavement below. Few things in the city of New York can travel as quickly as a web-slinging Spider-Man moving at full speed. He chewed up city blocks at an amazing pace, the streets blurring beneath him. The Empire State University campus greeted the hero mere minutes after he had ended the call with the young Miss Watson.

The first explosion rocked the foundations of the city. It radiated from within the heart of the school, expanding in a fireball of burning death. Spider-Man could feel the heat from two blocks away. His ears still ringing from the deafening shockwave, the webslinger pushed forward, gritting his teeth. Nothing else mattered but getting to the theater that housed MJ's acting workshop. He sprinted across the campus lawn at a speed respectable for highway travel. Smaller explosions decimated the buildings around him, his Spider-Sense was screaming that he was in danger, but he didn't care. He had to reach her.

Racing around the corner of a dorm building, Spider-Man was stopped short. A massive crater, littered with rubble and fire, lay where the majority of Empire State University had once stood.

Later, he would learn that over ten thousand students had been killed in the initial blast. Each death would forever be a blow against the conscience of the wall-crawling hero known as Spider-Man.

The body that would forever haunt Peter Parker, however, bore fiery red hair and sightless emerald eyes.


	2. Chapter One: A Shocking Team-Up

**Civil War: The Marvelous Spider-Man**

**By Justin Jossart**

**Part One: Revenge of the Six**

**Chapter One: A Shocking Team-Up**

Spider-Man, clad in the black and white costume he'd donned since the destruction of ESU, swung over the streets of Brooklyn. Once upon a time, this would have been a source of interest to the citizens that lived and worked below, but now such a sight was commonplace. Spidey had become just another super-powered individual who saved lives or wrecked mayhem, depending on which newspaper you read. Indeed, Spider-Man sightings had become so common that the _Daily Bugle_, known nation-wide for its rather libelous coverage of the webhead, had started putting other heroes and villains on the front page. Daredevil was the latest hero to receive 'special attention' from the paper's irate publisher, J. Jonah Jameson. However, Spider-Man had no need to read the _Bugle_. After all, his alter-ego, Peter Parker, was an on-staff photographer. So, naturally, in his free time he read anything but.

Speaking of which, he was late. Peter had promised Jameson a fresh batch of Daredevil photos yesterday. Being a photographer was a lot more difficult when you weren't taking glorified self-portraits. It had taken him half the night to track down his fellow vigilante, especially since he had to stop two assaults and a jewelry store heist while searching. Hell's Kitchen was not someplace even Spider-Man wanted to venture after dark. He'd once taken over patrolling the slum for Daredevil when the blind hero had fallen ill. It had been the busiest four nights of his life. Granted, there was nothing else to do. Not since…

Spidey shook his head. It wouldn't do anyone any good if he started wallowing again. He'd gotten the shots he needed without alerting Daredevil to his presence. Flipping in mid-air, he fired a webline. He didn't need to watch the webbing as it sailed through the air before solidly gripping a gargoyle's face. Immediately, the line pulled taut and the masked vigilante used his momentum to arc himself up and over the large, white letters composing the Daily Bugle sign.

Scampering across the Bugle's rooftop, Spider-Man muscled open an air vent by the building's enormous air conditioning unit. Inside was one of the many duffel bags he'd stashed around the city, each containing a set of civilian clothing. Unzipping the bag, he grimaced at the plaid shirt and jeans inside. If he wasn't careful, people might start thinking he was a farm boy from Nowhere, Kansas.

Moments later, Spider-Man had disappeared, an unassuming man in his early twenties stood in his place. Peter tried to do something with his sandy brown hair, but only succeeded in making the rat's nest worse. "Stupid mask," he muttered to himself as he shouldered open the door that led to the Daily Bugle proper.

* * *

"When I signed off on a Potts story, I made it perfectly clear that I wanted details on her and Stark's affair, not this… feminist bullshit!"

J. Jonah Jameson was angry. Granted, enraged was his natural state, so Carol Danvers didn't pay it much mind. This was an old argument between the two. Carol, as editor to WOMAN Magazine, had to deal daily with her publisher. Jameson wanted the magazine to be a Cosmo Clone, offering dating advice and the latest fad diet, but Carol outright refused. She'd made it perfectly clear, in no uncertain terms, that that wasn't the way she was going to run things. As Jameson continued to rant, Carol idly wondered if the beet-faced man had thought she would cave. Regardless, WOMAN had one of the highest subscriptions in the country. The magazine was half supporting the main paper, so Jameson couldn't afford to get rid of her or censor her too much.

"The _relationship_," Carol said, emphasizing the word. "Between Pepper Potts and Tony Stark is in the article."

"One paragraph! That's a byline, not an expose!" Jameson slammed an open palm on his desk, causing an aluminum lamp to fall off the edge and clatter to the office floor. Carol could see several Bugle employees glance towards the office before returning to work.

"I didn't feel that it was important, so I focused on the fact that a woman is running one of the largest, most profitable companies in the country," Carol reasoned, brushing her long golden hair over one shoulder. "We're lucky she agreed to talk to our reporter; she doesn't normally do interviews."

"What you feel is important-"

"The issue sold over a million copies, Jonah." There. That should shut him up.

Jameson's eyes bulged. Carol took no small pleasure in watching his mouth open and close. After a moment, he seemed to regain his composure, running a hand through his short salt and pepper hair. "A million copies?"

"A million copies," she confirmed, allowing a small smirk to grace her beautiful face.

"Well what are you waiting for? Do a follow up! Don't just stand there! There's some charity event at Stark Tower tomorrow and I want you there!" Jameson had resumed shouting.

Carol refrained from rolling her eyes. "All my reporters are on other assignments. Besides, I can't run a Potts article two issues in a row."

"Then write an editorial! I don't care what you have to do, I want someone at that event!" Jameson yelled, pointing a finger at her.

Carol sighed. She _could_ write an editorial. Stark's charity ball for families of the ESU Bombing didn't start until nine. She had a meeting at seven, but it shouldn't last long. "Fine, I'll write the editorial. But I'm going to need a photographer."

"What about that Cindy woman?"

"Cynthia is on assignment in Los Angeles, covering the new Twilight movie premier. On _your_ orders, I might add," Carol replied. Jameson had practically forced her to send someone to cover the event, something she still wasn't happy about. The magazine was called WOMAN, not TEENAGE GIRL WITH ABANDONMENT ISSUES.

Before Jameson could retort, a knock sounded on the office door. Almost immediately, the door cracked open and a head of messy brown hair poked through the gap.

"Hey, Jonah. I got those pictures of Daredevil you asked for," realizing that he was interrupting, the young man started to retreat. "I can come back later…"

"Parker! Get in here!"

Carol's eyes widened at the name. Peter Parker was almost a living legend around the Bugle offices, known for getting the impossible shots. He had been freelance for a long time before Jameson had finally brought him on as a full staff member. He had his own cubicle and everything, not that he ever used it. She took a moment to look the young man over. He looked to be a few years younger than she, and about an inch shorter than her even without heels. He could have been handsome if not for his rumpled clothing and horribly messy hair. Stylishly messy was one thing, a rat's nest that hadn't seen a brush in a week was another. He seemed solidly built, slim but athletic.

"Yes, sir?" Parker asked as he sidled up next to her across from the publisher. Carol couldn't help but wrinkle her nose at the smell. When was the last time he'd showered?

Jameson leaned over his desk. "I have an assignment for you. Accompany Miss Danvers to Stark's charity thing tomorrow night. You're on loan to WOMAN Magazine until their photographer gets back." Parker looked like he wanted to argue, but a stern glare from Jameson silenced him. Well, if he wouldn't resist, Carol would. There was no way she'd show up at one of the largest charity events of the year with someone who smelled like he was allergic to soap.

"Jonah, if I can just-"

"No, you can't. You asked for a photographer, and I got you one. Now get out of my office."

Carol took a deep breath to calm herself, an action she immediately regretted after getting a mouth full of Parker's body odor. Turning on her heel, she marched out of Jameson's office. She knew that the irritating man was punishing her for not running the story he wanted. It had taken everything she had not to throw him out the window. She had never liked being yelled at; not when she was in the military and certainly not now.

"So… When is this charity thing?" Parker's voice caused her to turn around. She turned, catching him rubbing at his unshaven face. To his credit, he didn't immediately start staring at her chest. It was more than she could say about most of her male colleagues.

"Tomorrow night at nine. Meet me in the lobby at eight-thirty. It's black tie, so wear something nice. And for the love of God, get a haircut, shave and shower." Parker's eyes widened before he blushed, obviously embarrassed.

"Will do, boss," he said, before fleeing the Bugle's bullpen. Carol watched as he bypassed the elevators and went straight for the stairwell. She was honestly surprised. Not many people would willingly travel twenty flights of stairs instead of ride the elevator. Maybe he was claustrophobic.

Putting Parker out of her mind, Carol made her own way out of the bullpen. She passed Betty Brant, who was talking on her telephone while filing Parker's new Daredevil photographs. ("Flash, I'm at work right now. No, Flash. I have to go.") Ben Urich was hunched over a typewriter from the 80's, lighting one cigarette off of the ashes of another. Joe Robertson gave her a friendly nod as she walked out of the glass doors that led to the elevators and stairwells.

Since WOMAN Magazine's headquarters was on the next floor down, Carol decided she'd just take the stairs. Pushing on the metal bar, she entered the stairwell and started down the stairs to her office. However, she'd only descended a few steps when she heard a door close… above her? The Bugle's offices were on the top floor, so someone must have used the door that led to the roof.

Carol frowned. The roof was supposed to be off limits to employees, especially after that young man had leapt to his death after being fired by Jolly Jonah Jameson. Debating with herself for a few seconds, Carol decided that it was none of her business. As she started to descend the stairs again, her inner jacket pocket started vibrating.

"Not now," Carol moaned as she pulled out the vibrating device. It looked much like a normal smart phone, but this phone had apps that no iPhone could ever hope to replicate. The Stark logo was emblazoned across the back, and a stylized "A" greeted her as she touched the screen. The logo was almost immediately replaced with a notification that she was receiving a call from "Captain America." After a moment's hesitation, she accepted the call.

"Go for Marvel," Carol said, quickly falling into her alternate identity.

"Ms Marvel, we have reports that a pair of criminals known as Electro and the Vulture are causing trouble along the Upper East Side," Steve Rogers, also known as the Star-Spangled Captain America replied in his deep baritone.

"Aren't they more Spider-Man's speed?" Carol queried as she changed directions and headed towards the roof.

"Yes, but he's yet to arrive on scene. Besides, he could probably use a hand."

Carol reached the rooftop access door and flung it open with little effort. "I didn't know that we were in the business of helping wanted vigilantes."

She could hear him frown on the other side of the line. "All allegations of criminal activity against Spider-Man have been proven unfounded. You're the only active Avenger in the area. You are to apprehend Electro, but do not attempt to arrest Spider-Man. Am I clear?"

"Yes, sir."

Carol glanced around for the mysterious person who had come out onto the roof before her, but didn't see anyone. "Weird. I could have sworn I heard someone come out here."

The blonde heroine decided that it didn't matter. She was alone now, and that's all that she needed to know. Closing her eyes, she concentrated on her alter-ego, Ms Marvel. She pictured the female Avenger's costume in all its minute details, the thigh high boots, the black unitard embossed with a gold lightning bolt design, the red sash around her waist, and the gloves that extended nearly to her shoulders. Lastly, she focused on the black domino mask.

A bright, golden light encased the heroine, and when she opened her eyes her civilian attire was gone. Carol Danvers had disappeared, replaced by Ms Marvel, Avenger and one of the most powerful people on the planet. Grinning, the heroine crouched, the muscles in her exposed thighs rippling.

Moments later, she could be spotted soaring through the air over the city of New York, her blonde hair billowing behind her.

* * *

Spider-Man was not having a good day. Sitting atop a favorite cornerstone, the web-slinger mused on how far south the afternoon had gone. All he'd wanted to do was collect a paycheck so he could get his landlord off his back. Then he'd met one of the most beautiful women he'd ever seen while looking like a complete mess. When was the last time he'd showered? Two, three days ago? Granted, she was way out of his league anyways, but he'd thought the same about MJ.

The wallcrawler grimaced as the all too familiar ache in his chest returned, mixed with a deep feeling of guilt. Comparing anyone to the beautiful redhead was nothing short of heresy. He'd nearly gone a whole hour without thinking of her. That had to be a personal record. Sighing, Spider-Man forced his mind onto other subjects, like the fact that he'd have to get his tux dry-cleaned for the Stark thing the following night. Currently, the hand-me-down from his Uncle Ben was rolled up in the bottom of his closet, all but forgotten. Mary-Jane used to love getting dressed up and going out, not that they could afford it too often. He remembered saving up for two months to buy a pair of tickets to some fancy art auction. She had looked so exquisite in that black dress. Peter had felt ridiculously out of place, but not MJ. She had been so at ease, mingling among the rich and powerful. No one could have guessed that she was a chronically out-of-work actress sharing a cramped one-bedroom apartment with her chronically out-of-work photographer boyfriend.

A sad smile graced Spidey's face as he remembered how she always said that their ship would come in. That someday they'd have a big house in a nice neighborhood. He'd been skeptical, but she had always believed that great things were going to happen. Her optimism had been contagious. Now, she was buried alongside the parents she couldn't stand while he spent the majority of his time behind a mask. Great things, indeed.

A low buzzing at the base of his skull alerted Spider-Man to her presence before he heard her speak. "Well, well. Sitting around on the job, are we?"

Spider-Man turned his head, suddenly thankful for the mask that hid his face. He'd met Ms Marvel several times, but each time he was caught off guard by how attractive she was. Long blonde hair, bright blue eyes, and a costume that left just enough to the imagination. Combined with the fact that she was hovering in mid-air, the wind catching her golden locks and the red sash around her waist, she looked like a goddess out of mythology.

"If it isn't my favorite Avenger. Well, besides Cap. And Stark. Are you here to arrest me?" Spider-Man quipped conversationally.

The bombshell rolled her eyes. "No," she said, examining the nails on one hand. "I just thought you'd like to know that some of your old friends are causing a disturbance on the Upper East Side." She eyed Spider-Man. "I was about to go give them a beatdown, but if you want to come watch me humiliate a bunch of _your_ enemies you're welcome to tag along."

Sighing, Spider-Man stood. "I've got some time to kill," he replied, stretching his arms over his head lazily. "And I'd gladly watch you do pretty much anything."

She rolled her eyes before taking off, leaving Spider-Man struggling to keep up as he swung behind her. Not that the view was anything to complain about.

"If you don't stop staring at my ass I'm going to toss you into orbit."

"Can you blame me? It's a great ass."

* * *

The jokes and the cheesy flirting. That's what she disliked most about Spider-Man. Ms Marvel could forgive the brushes with the law and poor public opinion. After all, actions could always be misconstrued, especially by someone like J. Jonah Jameson. However, the vigilante's inability to take anything seriously was what really got under her skin. They were Gods among men, taking innocent people's lives in their hands every time they donned the costume. The wallcrawler seemed oblivious to this simple fact, mocking and taunting his enemies, teasing his allies, and flirting with any attractive heroine and villain who so much as looked at him.

She was so lost in thought that she hardly realized that the webslinger had overtaken her, his dark figure crisscrossing the concrete canyons ahead of her. She idly wondered why he had switched back to the black costume. Not that it mattered, but she had always preferred his classic red-and-blue suit. He had swapped it out for the darker suit shortly after the ESU bombing and had worn it ever since. At first, the rest of the Avengers assumed that it was his symbol of mourning, but as the years went by Ms Marvel and Spider-Woman figured that it had to be more than that. Whatever the reason, she didn't like it. The black was too morbid and reminded her of the time she had fought Venom. Not that it had been that much of a fight.

"Stop staring at my ass or I'll be forced to web you to the top of the Chrysler Building."

Ms Marvel grimaced, her perfect eyebrows creasing in annoyance. "I was _not _staring at your ass."

"Sure you weren't," he called back. "That's what they all say."

"I hate to burst your bubble, Webhead, but I'm not into short guys."

"I'm 5'10"!" He retorted, obviously faking his offended tone.

She had to admit that his skintight costume left little to the imagination. She could see the corded muscles in his back ripple with every swing. If he could just learn to shut his mouth, he'd almost be attractive. Scowling, Ms Marvel shook her head. Like that would ever happen. Besides, she preferred bulkier guys. The lithe build was well and good, but there was something about guys like Thor or Hercules that made her feel like a schoolgirl crushing on the quarterback. Increasing her speed, she rocketed past the black-clad vigilante.

"We're almost there," she called out, her Super Hearing picking up the distinct sounds of people crying for help and the sirens of NYPD squad cars. Overhead, a green clad figure weaved in and out of sight, his green wings flapping furiously. Ms Marvel could only guess that this must be the Vulture. She'd never had the pleasure of fighting him, but she'd heard that he was a crotchety, ruthless old man in desperate need of a good dentist.

Smirking, Ms Marvel decided to go introduce herself.

* * *

Spider-Man watched Ms Marvel break off to engage the Vulture. The webslinger couldn't help but grin beneath his mask. The old geezer wouldn't even know what hit him.

His smile disappeared as he realized that this left him to deal with Electro. Since his latest powerup, the villain had become a real force to be reckoned with. Gone were the days of shorting him out by forcing him to touch his toes. His battles with the human dynamo now left him sore for weeks.

Spider-Man caught sight of Electro laughing riotously as he arced bolt after bolt of lightning at the NYPD. The villain was wearing his trademarked green suit, complete with a pair of lightning bolts crossing his chest and disappearing at his waistline. The old starfish mask he'd once worn was missing. The wallcrawler couldn't help but wonder why he was holding back. After all, Electro, also known as Max Dillon, could easily have blown up the entire block if he cared to.

"Hey! Sparky!" Spider-Man called as he landed gracefully on a lamp post near Dillon.

"Webs! I was afraid you wouldn't make it to the party!" Dillon replied, a large smile splitting his face. He stopped firing on the hapless police officers

"Huh," the webslinger shrugged. "My invitation must have gotten lost in the mail. Are you sure you have the right address?" The wallcrawler's spider-sense screamed at him, and he reflexively somersaulted over Electro's opening volley of jagged lightning. The electricity arced close enough to cause the hairs on the back of his neck to stand on end. He jammed his fingers onto the trigger of his right webshooter, but watched helplessly as the webbing boiled away before reaching its target.

Following his spider-sense, Spider-Man barely stayed one step ahead of Electro's constant outpouring of energy. He was careful to keep the police officers and civilians still in the vicinity out of the line of fire, though it really hampered his movements. One wrong move, and he'd be flash fried.

Sighing, Spider-Man readied himself for a drawn-out fight. He couldn't get close to Electro or he'd risk being turned into barbeque. He couldn't use his webs from a distance because they'd melt away. He'd have to wait for some unforeseen opportunity to present itself.

He didn't have to wait long, as a green missile came hurtling out of nowhere at Electro. The Vulture collided with the dynamo, sending both villains sprawling. Spider-Man looked up to see a black clad heroine gliding gracefully towards the ground in front of him, the wind catching her golden tresses.

"Blondie! Aren't you a sight for sore eyes!"

"Never call me that again."

"But Blon-"

"I mean it."

"Fine. As you wish, Goldilocks." Spider-Man grinned at her annoyed growl. Goldilocks was a better nickname anyways. "So what do you say we switch? You take Sparkles and I'll take the buzzard."

Ms Marvel quirked an eyebrow. "Afraid you can't beat Electro?"

"Well, I could," Spider-Man hedged, "but it'd take awhile and I have plans tonight." Which would have been true if a cold beer and the Mets game counted as plans. And stopping by the dry-cleaners before they closed, if he didn't want his temporary boss castrating him the following evening. "Plus… He shoots energy… You absorb energy…"

"Well, I apologise for interrupting what is no doubt a busy social life," Ms Marvel replied, still scowling. "But fine. You handle the Vulture and I'll deal with Electro."

"Great! Hey, Beak-Face!" Adrian Toomes, better known as the Vulture, had regained his feet and was glaring daggers at Ms Marvel. Unsurprisingly, she didn't seem bothered. The old man turned his attention to the black-clad webslinger. "You and me, big guy! Stop staring at the lady. Folks might start thinking that you're some kind of pervert on top of being a crotchety geezer!"

"Insolent child! I'll tear out your spine and drop your lifeless corpse off of the highest building I can find!" Toomes snarled as he took flight, angling his razor sharp wings at the wallcrawler's neck.

Spider-Man, long used to the Vulture's rather predictable tactics, bridged his back like a champion limbo player, letting the wing pass harmlessly over him. After the Vulture passed, Spider-Man launched a webline at the villain's feet, tethering him to the overgrown buzzard. He braced himself as the webline snapped taut, pulling him into the air after his old foe.

"WHOOOOO!" He cried. "Look, Ma! I can fly!"

* * *

Ms Marvel watched in stunned disbelief as the Vulture took to the air with Spider-Man in tow. "That idiot! Can't he take anything seriously?!" She complained, frustrated.

"Hey, babe, I don't know who you are, but you'd better give up. I don't like killing girls."

The heroine turned to Electro, her eyes flashing. "What did you call me?"

"There's no need to get your panties in a twist… Are you even wearing panties underneath that?" Electro replied, smirking.

Ms Marvel cracked her gloved knuckles. "I'm going to enjoy this far more than I should."

She leapt at Electro, who launched a bolt of lightning at her. Smirking, she let the energy wash over her. She was honestly surprised at the amount of power that one bolt possessed. She could see why Spider-Man was having trouble with this guy.

She launched a left-handed uppercut at the surprised Electro, her fist burrowing into his stomach and lifting him off the ground. Before he had a chance to get reacquainted with the asphalt she leveled him with a haymaker that sent him flying. The green-clad villain ricocheted off of a lamp post, bending the steel bar at an odd angle before sailing through the glass windows of a nearby coffee shop.

* * *

Tethering himself to the Vulture had seemed like a good idea at the time. However, things hadn't played out quite the way Spider-Man had expected them to. Instead of dragging the Vulture to the ground to bring the fight onto a level playing field, the wallcrawler instead found himself being dragged through the concrete canyons of downtown New York.

The Vulture seemed delighted with this turn of events, and had started playing crack-the-whip with Spidey's web line. Unfortunately, Spider-Man was on the tail end of said whip. He could only imagine what the stuffed-shirt office workers had thought when Spider-Man had slammed against the plexiglass windows of their offices, scraped against them, then was dragged forcibly off only to meet the same fate a block down the road.

It had taken the Vulture a few attempts to perfect his technique, but Spider-Man was willing to give him an 'A+' in quick learning. After only a handful of tries, the cackling villain was forcing Spider-Man to reenact a life-size version of a bug on a windshield. Whoever had said that you couldn't teach an old bird new tricks was a dirty liar.

"Having fun, Spider-Man?" The Vulture mocked as he aimed Spider-Man at yet another office building. The hero didn't dare let go, for fear of the Vulture making a hasty escape, but he was far from helpless. It was high time that he get a say in the trajectory of this sick amusement park ride. As the Vulture arced overhead to "crack" the whip, Spider-Man released his grip on his current web and fired two simultaneous lines that solidly connected with each of the villain's wings. Using his considerable strength, the hero pulled heavily on the lines, forcing the Vulture to flap his wings, gaining just enough altitude so that he didn't collide with the building below.

His boots skidding across the rooftop, the webslinger adhered to the asphalt beneath his feet. Simple physics did the rest. The Vulture became the end of a pendulum. Spider-Man acted as its base, with the web lines connecting them together. The Vulture's forward momentum changed direction as he reached the end of the web lines, giving the high-flying villain an unanticipated meeting with the concrete rooftop.

Spider-Man leapt to the side of the injured Vulture, prepared to pummel him into unconsciousness before he had a chance to renew the battle, but was stopped short as his spider-sense screamed a warning at him. Reflexively dodging the super-charged lightning bolt, Spider-Man saw his attacker: a very battered Electro.

"What? How?" Spider-Man sputtered, at a rare loss for words. "She should have beaten you to a pulp!"

"Oh, she did, Spider-Man!" A new voice echoed behind him. A voice that was forever ingrained into his soul. "Your girlfriend gave dear Max here the beating of his life!"

Spider-Man turned to see an adamantium tentacle anchor itself to the edge of the rooftop, followed by two more. The grinning face of Otto Octavius, complete with his ridiculous bowl cut and mirrored sunglasses appeared, lifted by his metal appendages.

"Unfortunately for her, I managed to show up in time to save my friend from a humiliating defeat. Max, I have the device. It's time to leave," the doctor said, one metal arm scooping up the fallen Vulture. "She'll be here momentarily, and we must be gone by then."

Spider-Man could barely control himself. Mary-Jane's killer was right in front of him, mocking him. His clenched fists trembled with rage.

"I don't think so, Doc. If you think I'm letting you get away, you're not nearly as smart as I thought you were."

His spider-sense screamed at him, and he neatly dodged another lightning bolt courtesy of Electro, but before he could land one of Octavius's pincers plucked him from midair by his neck and slammed him into the rooftop.

"I could kill you now, Spider-Man. All it would take is a little squeeze, and you would be dead." The doctor seemed to honestly consider the idea. "But that wouldn't be enough. Do you know the pain you caused me, Spider-Man? When you ripped my precious arms from their moorings, you caused me more than just physical pain. It was as if you had ripped away a piece of my mind." Spider-Man fought against the pincer holding him down, choking him, but it proved too strong. "So my associates and I are going to return the favor, to you and this city you hold so dear! We'll have vengeance against all the miserable cretins that walk the streets! And you, my old nemesis, will be the guest of honor, helpless as the city you swore to protect burns to the ground! Then, and only then, will I grant you the death that you'll be begging for!"

Octavius turned and climbed down the side of the building, laughing maniacally. Spider-Man struggled to breath as the crushing pressure left his throat. "Octavius! OCTAVIUS!" The hero dashed to the edge of the rooftop, but the three villains were long gone. Spider-Man fell to his knees, howling in rage. He pounded his fist repeatedly against the ground, the concrete cracking beneath his fury.

"Spider-Man?" Ms Marvel's angelic voice floated from above him. "Are you okay?"

The hero whirled. "Where were you? He got away! HER MURDERER GOT AWAY!" He barely recognized his own voice.

Ms Marvel was shocked, her blue eyes wide. "Otto Octavius blind sided me and tossed me into an elevated train. I had no idea he was even on-site. I had to choose between chasing after him and Electro or saving a train full of people from falling to their deaths," she explained, her voice level. "I chose the innocent people."

Her blue eyes glared at him, daring him to say that she'd made the wrong decision. He couldn't. He would have done the same in her position. He hoped. He felt the anger drain from him, replaced with pain and fatigue. He slumped to the ground, exhausted, and did his best to keep his tears at bay.

And if he didn't, well, that's what the mask was for.

* * *

**A/N: There's Chapter One completed! I hope you liked it. Please review and let me know what you think. As long as they don't get too crazy, I'll try and respond to all the reviews I get on this fic. By the way, I am actively searching for a Beta on this story, so if any of you want the job, or know someone who might want it, please let me know. I try to keep typos and grammatical errors to a minimum, but even after proofreading and spellcheck I don't always catch everything, and I'd love to have someone to bounce ideas off of.**


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